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ChargePoint Holdings, Inc. — Director's Dealing 2021
Mar 2, 2021
33472_dirs_2021-03-01_a4310252-5141-4e9f-a335-64f226eb27cd.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ChargePoint Holdings, Inc. (CHPT)
CIK: 0001777393
Period of Report: 2021-02-26
Reporting Person: Gieselman Scott (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-02-26 | Class A Common Stock | C | 6763280 | — | Acquired | 6763280 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-02-26 | Class B Common Stock | $ | J | 969661 | Disposed | Class A Common Stock (969661) | Indirect | |
| 2021-02-26 | Class B Common Stock | $ | C | 6763280 | Disposed | Class A Common Stock (6763280) | Indirect | |
| 2021-02-26 | Private Placement Warrants | $11.5 | J | 1000000 | Acquired | Class A Common Stock (1000000) | Indirect |
Footnotes
F1: In connection with the closing of the business combination (the "Business Combination") between Switchback Energy Acquisition Corporation ("Switchback"), Lightning Merger Sub Inc. and ChargePoint, Inc. on February 26, 2021, the Reporting Person's shares of Class B Common Stock automatically converted into shares of Switchback's Class A Common Stock on a one-for-one basis. Upon consummation of the Business Combination, Switchback changed its name to "ChargePoint Holdings, Inc."
F2: NGP Switchback, LLC ("Sponsor") is the record holder of the securities reported herein. The Reporting Person is a manager of the Sponsor. As such, the Reporting Person may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of the securities held by the Sponsor except to the extent of the Reporting Person's pecuniary interest therein.
F3: The shares of Class B Common Stock are convertible into shares of Switchback's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
F4: Immediately prior to the closing of the Business Combination, the Sponsor irrevocably surrendered and forfeited to Switchback, for no consideration and as a contribution to Switchback's capital, 969,661 shares of Class B Common Stock.
F5: In connection with the closing of the Business Combination, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into 1,000,000 private warrants at a price of $1.50 per warrant in satisfaction of $1,500,000 principal amount of such loans.
F6: The warrants will become exercisable on the later of 30 days after the closing of the Business Combination and 12 months from the closing of Switchback's initial public offering.
F7: The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for Switchback's initial public offering.